Theeb Rent a Car Co. — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

Theeb Rent a Car Co. calls its shareholders to attend the Extraordinary General Assembly meeting which include the Increase of the company’s capital ( First Meeting )

4261 · 24/11/2025 15:52:06 · Announcement #91703 · View on Saudi Exchange

Theeb Rent a Car Co. calls its shareholders to attend the Extraordinary General Assembly meeting which include the Increase of the company’s capital ( First Meeting )

Element List	Explanation
Introduction	The Board of Directors of Theeb Rent a Car Co. is pleased to invite the shareholders to participate and vote in the Extraordinary General Assembly Meeting (First Meeting), which will be held at 19:30 PM on Monday 24-06-1447 corresponding to 15-12-2025 Via means of modern technology
City and Location of the Extraordinary General Assembly's Meeting	The company's head office is in Riyadh Eastern Ring Road Al Rawda DistrictK - Via means of modern technology
Hyperlink of the Meeting Location	Click Here
Date of the General Assembly's Meeting	2025-12-15 Corresponding to 1447-06-24
Time of the General Assembly’s Meeting	19:30
Methodology of Convening the General Assembly’s Meeting	Via modern technology means
Attendance Eligibility, Registration Eligibility, and Voting End	Shareholders who are registered in the issuers shareholders record at the Depositary Center by the end of the trade session prior to the general assembly meeting and in accordance with the laws and regulations. The shareholder has the right to delegate whomever other than the board of directors. The right to register a name to attend the general assembly meeting ends at the time of convening the general assembly meeting. The attendees right to vote on the items of the assembly’s agenda ends upon the end of screening the votes by the Screening Committee.
Quorum for Convening the General Assembly's Meeting	The legal quorum for holding the Extraordinary General Assembly Meeting will be valid if attended by shareholders representing at least (50%) of the capital. If the quorum required to hold the meeting is not completed, the second meeting will be held one hour after the end of the period specified for the first meeting, and the second meeting shall be deemed valid if attended by Shareholders representing at least a quarter of the Company’s Capital.
Meeting Agenda	1- Voting on the Board of Directors' recommendation to increase the company's capital by issuing 22,971,504 new shares as follows:

A-Granting 21,500,000 shares as bonus shares to shareholders at the rate of one share for every 2 existing shares, representing 50% of the capital increase.

B-Allocating 1,471,504 shares from the capital increase, representing 3.4% of the capital, to be allocated to the company's employees according to the long-term employee incentive program, as summarized in the attachment, (if item No. 2 is approved)

C-Capital before the increase: 430,000,000 Saudi Riyals.

D-Capital after the increase: 659,715,040 Saudi Riyals.

E-Percentage of capital increase: 53.4%.

F-Number of shares before the increase: 43,000,000 shares.

G-Number of shares after the increase: 65,971,504 shares.

H-Reasons for the increase: This increase aims to support the company's growth, achieve strategic objectives, and strengthen the financial position.

i-Nature and value of reserves to be used in issuing the capitalization: By capitalizing an amount of 161,732,517 Saudi Riyals from retained earnings, and the entire balance of the statutory reserve, which amounts to 67,982,523 Riyals.

J-Details of handling fractional shares: In case of fractional shares, the fractions will be consolidated into a single portfolio for all shareholders and sold at the market price, then the value will be distributed to the shareholders entitled to the bonus according to their share within a period not exceeding 30 days from the date of determining the shares entitled for each shareholder.

K-Eligibility date: If the company's shareholders approve a capital increase at an extraordinary general assembly meeting, the entitlement will be for shareholders who own shares at the end of trading on the day of the company's extraordinary general assembly meeting and who are registered in the company's shareholders' register with the Securities Depository Center (Edaa) at the end of the second trading day following the date of the assembly.

L- Voting on the amendment of Article No. (6) of the company's bylaws related to capital. (Attached)

N- Voting on the amendment of Article No.(7) of the company's bylaws related to share subscription. (Attached)

2- Voting on the employee stock program (long-term incentives) approved by the company's Board of Directors on August 7, 2024, granting the Board full authority to allocate stocks to employees, manage the program, and make any adjustments at its discretion. (Attached)

3- Voting on adding a new Article No. (5) related to participation and ownership in companies. (Attached)

4- Voting on the amendment of Article No. (10) related to capital increase. (Attached)

5- Voting on adding a new Article No. (14) related to issuing shares. (Attached)

6- Voting on the amendment of Article No. (12) related to the modification of rights and obligations concerning shares (Attached)

7- Voting on the amendment of Article No. (13) related to the company's purchase, sale, and pledge of its shares. (Attached)

8- Voting on the amendment of Article No. (14) related to issuing sukuk and bonds. (Attached)

9- Voting on the amendment of Article No. (17) related to the expiration of the Board of Directors’ term or resignation of its members or vacancy of membership. (Attached)

10- Voting on the amendment of Article No. (18) related to the Board’s authorities. (Attached)

11- Voting on the amendment of Article No. (20) concerning the powers of the President, Vice President, Managing Director, and Secretary (attached).

12- Voting on the amendment of Article No. (21) related to Council meetings (Attached)

13- Voting on the amendment of Article No. (22) regarding Council meetings and their decisions (Attached).

14- Voting on the amendment of Article No. (26) concerning the Chairman of the Board, Vice President, Managing Director, and Secretary (Attached)

15- Voting on the addition of a new Article No. (42) concerning the appointment, dismissal, and resignation of the company's auditor (Attached)

16- Voting on the addition of a new Article No. (43) related to the powers of the auditor (Attached)

17- Voting on the rearrangement of the chapters and articles of the system, numbering them, and naming them to align with the proposed amendments (attached) Proxy Form The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right shareholders have the right to discuss the topics on the agenda and ask questions.

Shareholders can remotely vote on the General Assembly Meeting’s agenda via (E-voting service), through Tadawulaty using the following link:

https://www.tadawulaty.com.sa Details of the electronic voting on the Assembly’s agenda Shareholders can remotely vote on the General Assembly Meeting’s agenda via (E-voting service), through Tadawulaty. The remote Voting will start at 1:00 am on Sunday 20-06-1447, corresponding to 11-12-2025. The Voting will end once the meeting ended. Registration and Voting in Tadawulaty services will be available free of charge for all shareholders using the following link:

https://www.tadawulaty.com.sa Method of Communication in Case of Any Enquiries For any inquiries, please contact us at:

Tel: 011-290-4339 during working hours, or via email:

ir@theeb.sa Attached Documents        

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.